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Terms and conditions

As of 05.2023

1. General, Scope

  • The following General Terms and Conditions (hereinafter "Terms") of Socialwave GmbH, Dachauer Straße 192, 80992 Munich (hereinafter "Socialwave") apply to the ordering, provision, and use of services from Socialwave, especially for the ordering, provision of hardware and software for offering a wireless internet connection to the customers of the provider (hereinafter "Hotspot").
  • Our Terms apply exclusively; we do not recognize conditions of the provider that are contrary to or deviate from our Terms unless we have expressly agreed in writing to their validity.
  • Our Terms also apply to all future transactions with the provider. They apply only to entrepreneurs within the meaning of § 14 BGB (German Civil Code).

2. Definitions

  • "Software" refers to the Socialwave platform in object code, through which the operator can manage the hardware and view information about the use of the Hotspot.
  • "Hardware" is the pre-configured Socialwave router, provided to the provider for a one-time payment and required for the use of Socialwave's services.
  • "Customers" are the users of the Hotspot, i.e., especially customers, guests, members, and prospects of the provider.
  • "Provider" is the contractual partner of Socialwave, specified in the order form, who makes the Hotspot available to customers.

3. Conclusion of Contract

  • All offers from Socialwave are subject to change without notice.
  • By clicking the order button, the provider submits a binding offer to contract. Before sending the order, the provider can change and view the data at any time. Possible input errors can be recognized and corrected by the customer before the binding final submission of his order.
  • Unless otherwise stated in the order, we are entitled to accept this offer within 1 week after its receipt by us.
  • The provider will receive confirmation of the receipt of the order immediately after its arrival. This confirmation constitutes the acceptance of the order, unless we inform the provider otherwise.
  • The contractual conditions, including these Terms, can be accessed, printed, and saved by the provider at the time of conclusion of the contract.
  • The webshop is available in German and English. The contract text is stored by Socialwave. Order data is sent to the provider via email; these Terms can also be accessed after the conclusion of the contract at www.social-wave.de

4. Provision of Software

  • The subject of the services is the temporary provision of the software, along with the granting of the necessary rights for its contractual use, according to these Terms.
  • The operator will be provided with separate access data to use the software. The access data must always be kept secret and confidential.
  • Socialwave provides the software to the provider as a "Software as a Service" solution for temporary use. Upon full payment of the agreed fee, the provider receives the non-exclusive, limited in time to the term of the contract, non-transferable, and not sub-licensable right to use the software for its own operational purposes in the commissioned number of branches. The contractual use includes loading, displaying, and running the software.
  • If the provider violates any of the foregoing provisions, all usage rights granted under this contract will immediately become invalid and automatically revert to Socialwave. In this case, the provider must immediately and completely cease using the software.
  • The fee is subject to value-added tax.

5. Delivery of Hardware; Retention of Title

  • Socialwave hands over the ordered hardware to the provider. The delivery is made at the provider's risk to the agreed location.
  • Until full payment of the hardware, it remains the property of Socialwave.
  • The hardware enables access to the Hotspot by customers exclusively to the extent agreed upon, depending on the option ordered.
  • The warranty period for defects in the hardware is 12 months from the delivery of the hardware.

6. Additional Services by Socialwave; Third-Party Advertising

  • Socialwave provides the operator with a personalized welcome page for the hardware. The details will be separately agreed upon by the parties.
  • Socialwave offers the possibility to send automated or individual email campaigns for free up to a volume of 1000 emails per month per license (location). Upon exceeding the volume, an extra number of emails can be booked for a fee. The remaining volume at the end of each month expires and is not transferable to the next month.
  • The hardware is delivered pre-configured to the operator. The operator is generally not required to make any further settings on the hardware. Installation and configuration services, as well as internet and electricity connections, are not part of this contract.
  • Socialwave ensures the functionality of the hardware and the up-to-dateness of the hardware operating software for the duration of the contract term, provided the hardware was used according to the operating instructions.
  • Socialwave provides user support during business hours (excluding holidays in Bavaria) for problems with installation or during operation. Support is available from 10:00 am to 5:00 pm from Monday to Friday at the telephone number (+49 (0)89 21546472) or the email address (service@social-wave.com).
  • Socialwave is entitled to play (third-party) advertising to the provider's customers, provided and to the extent that this does not disproportionately impair the provider's legitimate interests.

7. Other Obligations of the Provider

  • The provider must ensure that customers are informed about the processing of personal data and the terms of use for Hotspots before accessing the Hotspot.
  • He must also ensure that customers are identified. Socialwave will store the identification data of the customers to the extent legally permissible in the interest of protecting the operator.

8. Prices and Payment Conditions

  • Unless otherwise agreed in individual cases, our prices valid at the time of the conclusion of the contract apply, from stock, plus statutory value-added tax as prepayment.
  • Payments are due and payable within 14 days from the invoice date.
  • If the customer is in arrears with at least two monthly payments (in the case of monthly payment), the entire remaining amount becomes due.

9. Data Protection

  • Both parties will observe the applicable data protection regulations, in particular, those valid in Germany, and will obligate their employees involved in the contract to data secrecy, to the extent that they are not already generally obligated accordingly.
  • Data entered by the provider on Socialwave's servers will be stored in Germany.
  • Socialwave collects, processes, or uses the personal data obtained in the course of providing services exclusively on behalf of the provider and will only have access to it according to the provider's instructions. The details are separately agreed upon by the parties in an annex to the processing agreement (Annex 1).
  • The provider is responsible as the controller within the meaning of the BDSG and as a service provider for timely informing users at the beginning of the usage process about the type, scope, and purposes of the collection and use of personal data in an easily understandable form. The provider is also responsible for storing any personal data only as long as necessary to achieve the intended purpose unless the provider has previously obtained the user's consent for data processing.
  • If Socialwave provides the provider with declarations (e.g., data protection declarations, terms of use, consent texts), these are non-binding templates. The templates are not capable of replacing adequate legal advice.
  • If the provider also uses the collected data for advertising purposes, he must obtain the necessary consent from the user and document any objections. The provider can use the software for logging consents, as well as for obtaining consent through the Hotspot's landing page.
  • If the provider collects, processes, or uses personal data of customers via the hardware, software, and/or Hotspot, he ensures that he is entitled to do so according to the applicable, especially data protection and competition law provisions. The provider indemnifies Socialwave from all claims and costs of customers arising from or in connection with a culpable violation of data protection regulations (especially BDSG, UWG, and TKG) against Socialwave.
  • The provider particularly ensures that he upholds the rights of affected persons (e.g., to data access, portability, correction, deletion) according to applicable data protection regulations.

10. Terms and Termination

  • If the provider chooses the monthly package, the minimum term is 1 month and automatically extends by one month each time if the contract is not terminated 14 days before the end of the regular contract term.
  • If the provider chooses the annual package, the minimum contract term is 12 months and automatically extends by 12 months each time if the contract is not terminated 3 months before the end of the regular contract term.
  • If the provider chooses the 2-year package, the minimum contract term is 24 months and automatically extends by 24 months each time if the contract is not terminated 3 months before the end of the regular contract term.
  • If the provider chooses the 3-year package, the minimum contract term is 36 months and automatically extends by 36 months each time if the contract is not terminated 3 months before the end of the regular contract term.
  • The termination must be in writing (email is sufficient).

11. Liability

  • Socialwave is liable without limitation
  • in case of intent or gross negligence,
  • for injury to life, body, or health,
  • according to the provisions of the Product Liability Ace, and
  • within the scope of guarantee assumed by Socialwave.
  • In the case of a slightly negligent breach of a duty that is essential for achieving the purpose of the contract (cardinal duty), the liability of Socialwave is limited to the damage that is foreseeable and typical for the type of business in question.
  • Further liability of Socialwave does not exist. In particular, there is no liability of the licensor for initial defects, as long as the conditions of items 11.1 or 11.2 are not met.
  • The above limitation of liability also applies to the personal liability of the employees, representatives, and organs of Socialwave.

12. Miscellaneous

  • The provider agrees to be named as a reference customer in Socialwave's advertising communication online and offline.
  • The provider may only transfer rights and obligations from or in connection with the contract to third parties with the written consent of Socialwave.
  • Offset is only permitted against undisputed or legally established claims of Socialwave.
  • Changes and supplements to the contract require written form. This also applies to the change or lifting of this clause.
  • This contract is exclusively governed by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods of 11.4.1980 (CISG).
  • The place of fulfillment is Munich. The exclusive place of jurisdiction is Munich if each party is a merchant or a legal entity under public law.